Exhibit 10.1


 


POI ACQUISITION, L.L.C.


QUADRANGLE MASTER FUNDING LTD


 


June 28,
2004


 


Protection One Alarm Monitoring, Inc.


Protection One, Inc.


Network Multi-Family Security Corporation


c/o Protection One, Inc.


818 South Kansas Avenue


Topeka, Kansas 
66612


 


Ladies and Gentlemen:


 


1.                                       We
refer to the:  (a) Credit Facility
Standstill Agreement, dated as of February 17, 2004 (the “Agreement”),
among Protection One Alarm Monitoring, Inc. (“POAM”), Protection One, Inc.,
(“POI”), Network Multi-Family Security Corporation (“Network”) and POI
Acquisition, L.L.C. (“POI Acquisition”); (b) letter from Quadrangle Master
Funding Ltd (“Quadrangle”) to POAM, dated February 27, 2004, (i) advising
POAM of Quadrangle’s assumption from POI Acquisition of one-third of the obligations
under the Credit Facility; and (ii) confirming Quadrangle’s agreement to be
bound by the obligations of POI Acquisition set forth in the Agreement; (c)
letter from POI Acquisition and Quadrangle to POAM, POI and Network, dated May
17, 2004, amending the term of the Agreement (except as otherwise provided
therein); (d) letter from POI Acquisition and Quadrangle to POAM, POI and
Network, dated May 24, 2004, further amending the term of the Agreement (except
as otherwise provided therein); and (e) letter from POI Acquisition and
Quadrangle to POAM, POI and Network, dated May 28, 2004, further amending the
term of the Agreement (except as otherwise provided therein) (the “Third Letter
Agreement”).  Capitalized terms used but
not defined herein shall have the meanings ascribed to such terms in the
Agreement.


 


2.                                       Pursuant
to section 3 of the Agreement, the Agreement shall terminate and be of no
further force and effect on the Debt Specified Date (which currently, under
clause (i) of section 3 of the Agreement, as amended by the Third Letter
Agreement, is 11:59 p.m. prevailing Eastern Time on June 28, 2004).  By this letter agreement and at your
request, we hereby agree to further amend the definition of the Outside Date to
mean 11:59 p.m. prevailing Eastern time on the date that is 139  days
after the Effective Time (the period beginning with the Effective Time and
continuing through and including the Outside Date, the “Outside Standstill
Period”).  We also hereby agree that the
Outside Standstill Period shall be automatically extended three (3) consecutive
times by seven (7) 


 

















 


day periods (and the definition of Outside Date shall be further
amended accordingly), without any further action required to be taken by any
party hereto, unless POI Acquisition and Quadrangle deliver written notice of
non-extension to POI pursuant to Paragraph 4 of this letter agreement on
July 2, 2004, July 9, 2004 or July 16, 2004.  Under no circumstance shall the Outside
Standstill Period exceed 161 days pursuant to the terms of this letter
agreement.  This letter agreement shall
not apply to section 5 of the Agreement. 
Except as otherwise provided herein, the Agreement shall remain in full
force and effect subject to the terms and provisions thereof.


 


3.                                       Notwithstanding
anything to the contrary contained herein, (a) in the event that POI
Acquisition and Quadrangle deliver written notice of termination to POI
pursuant to Paragraph 4 of this letter agreement, this letter agreement and the
Outside Standstill Period shall terminate effective as of two business days
following the date of receipt of such written notice by POI; and (b) nothing
herein shall constitute an amendment or waiver of the termination provisions of
clause (ii) of section 3 of the Agreement.


 


4.                                       Any
written notice to be given pursuant to this letter agreement by POI Acquisition
and Quadrangle shall be sufficiently given if sent by overnight delivery
service or by facsimile transmission, with receipt confirmed, as follows:


 


Protection One, Inc.

4221 W. John Carpenter Freeway

Irving, Texas, 75063 

Attn: J. Eric Griffin, General Counsel

Facsimile: (972) 916-6195


 


with a copy to:


 


Kirkland & Ellis LLP

200 E. Randolph Drive

Chicago, Illinois 60601

Attn: Anup Sathy

Facsimile: (312) 861-2200


 


5.                                       This
letter agreement may be executed in counterparts.  Please confirm your agreement with the foregoing by signing and
returning to the undersigned the duplicate copy of this letter agreement
enclosed herewith.


 


*       *       *       *


 

















 


Very truly yours,


 


	
  POI ACQUISITION, L.L.C.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
  QUADRANGLE MASTER

  
	
  FUNDING LTD

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  
				



 

















 


Agreed as of the date first written above:


 


	
  PROTECTION ONE ALARM

  MONITORING, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
   

  
	
  PROTECTION ONE, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
   

  
	
  NETWORK MULTI-FAMILY

  SECURITY CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title: